


The Falcon, the Winter Solider, and the Spider

by Mintstream



Series: Penny Parker Febuwhump 2021 [10]
Category: Falcon (Marvel Movies), Marvel Cinematic Universe, Spider-Man (Tom Holland Movies)
Genre: FebuWhump2021, Female Peter Parker, Gen, Peter Parker Whump, Precious Peter Parker, Protective Bucky Barnes, Protective Sam Wilson, Sam Wilson is a Gift
Language: English
Status: In-Progress
Published: 2021-02-18
Updated: 2021-02-20
Packaged: 2021-03-12 13:14:37
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 2
Words: 6,801
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29011110
Author URL: https://archiveofourown.org/users/Mintstream/pseuds/Mintstream
Summary: The small green car rumbled on the lonely, two-lane highway, bumping violently with every crack and jostling the occupants in the vehicle. Sam had originally swore at every dip that rattled the small space, but now his curses had petered out at the frequency of the potholes. Bucky usually sent a teasing smirk over to Sam every time they hit a particularly deep crack in the road. Penny had no reaction to anything around her, her hands placed carefully in her lap, EDITH heavy in her pocket, as she stared out the window, nothing but the occasional hum of prompted agreement leaving her lips.It had been a week since Beck had revealed Penny as Spider-Woman and accused her of his own death to the rest of the world, and somehow she was still in shock. Maybe it was less shock of being outed and more the loss of seeing her family. She hadn't even gotten to say goodbye to May. Or Ned. The most Penny had been able to give her probably very anxious family, was a panicked "Stay safe!" shot MJ's way as she'd fled the street.Day 17: Field SurgeryDay 20: BetrayalDay 26: Recovery
Relationships: James "Bucky" Barnes & Peter Parker & Sam Wilson, James "Bucky" Barnes & Sam Wilson
Series: Penny Parker Febuwhump 2021 [10]
Series URL: https://archiveofourown.org/series/2114535
Comments: 9
Kudos: 48





	1. Field Surgery

The small green car rumbled on the lonely, two-lane highway, bumping violently with every crack and jostling the occupants in the vehicle. Sam had originally swore at every dip that rattled the small space, but now his curses had petered out at the frequency of the potholes. Bucky usually sent a teasing smirk over to Sam every time they hit a particularly deep crack in the road. Penny had no reaction to anything around her, her hands placed carefully in her lap, EDITH heavy in her pocket, as she stared out the window, nothing but the occasional hum of prompted agreement leaving her lips.

It had been a week since Beck had revealed Penny as Spider-Woman and accused her of his _own_ death to the rest of the world, and somehow she was still in shock. Maybe it was less shock of being outed and more the loss of seeing her family. She hadn't even gotten to say goodbye to May. Or Ned. The most Penny had been able to give her probably very anxious family, was a panicked "Stay safe!" shot MJ's way as she'd fled the street.

The terrified teenager had gotten a call from Happy, she'd hopped in a Stark Industries car that drove itself, where it had taken her to some deserted location. There, the Falcon and the Winter Solider had picked her up. They'd assured her that it wouldn't be long before she was back with her family, that she wouldn't be on the run for long, and that all of this was just a precaution.

She didn't believe them. Not really. When they weren't looking, she'd snatch a newspaper or watch the news playing in a gas station or cheap motel room, usually fiddling with whatever scraps she could find with every possible painful situation that popped up in her head. There were protests--both for and against her--as well as multiple calls for her to be arrested. General Ross had released a statement for the White House. Director Hayward of SWORD. The CIA and the FBI. All against her. The only ones who had vouched for her were SHIELD and President Sanders. Both influential--but she knew that just them alone wouldn't be enough. She was pretty much screwed.

"You doing okay back there, kid?"

Penny glanced up at Sam's question, nodding glumly. She hadn't said anything other than a quick "Hello" and "Thank you" to them since they'd picked her up. She felt rude not saying anything, but the words just _wouldn't_ come, and she wished she knew why.

"Glad to hear it," he joked, "Can you grab me one of those sandwiches from the back, please? I'm hungry."

"It's two o'clock. You just ate," Bucky scolded, rolling his eyes. Still, he threw back at her, "Grab me one too, kid."

"Hypocrite," Sam accused, pointing a finger at him.

 _"One_ of us as super metabolism." Buck glanced back at her. "Two. Sorry. But you're not one of them, Sam."

"At least I said _please."_

"Oh, please, I know you had an ulterior motive."

"What _possible_ ulterior motive?"

"To get a sandwich."

"I _will_ pull this car over just to kick your ass. Don't test me Barnes."

Bucky made an exaggerated face of feigned hurt. She passed over the sandwiches and the car went back to its earlier silence, though the worried glances that Sam and Bucky sent each other were deafening. Clearly they had been looking for a reaction or _something_ from her. But she had nothing to give.

They drove for another two hours, a few more conversations and half-assed attempts to get her involved, before Sam let out an annoyed tut. He clicked the blinker, and the car began towards the nearest exit. She looked up in slight interest--they usually did their best to avoid stopping while driving--her brows furrowing. She didn't know for sure if it actually was interest. It felt more like fear.

Penny glanced down at her arm where hairs had begun to stand up on desperate alert. She swallowed as the car curved around the road, staring out the window anxiously. She was sure she should say something about the possible danger, but something was holding her back. A few somethings.

The most blaring was the fact that words hadn't come for an entire week. She swallowed, attempting, but not even a croak left her lips. It was as though she didn't exist. She didn't always feel like she did.

The next was that, well, who was to really say they were in danger? Her spidey sense--while improving--was still devastatingly confusing and useful for little other that the heat of battle. She still wasn't sure if Beck was _actually_ dead, and the mere memory of the illusions she'd been trapped in, confusing and making her head split with confusion, made her doubt her powers all over again.

The door up front slammed shut, and Penny blinked, looking up as Sam knocked on her door. She rolled the window down, staring up at the Avenger expectantly.

"I'm going in the station to go to the bathroom--and get some snacks too--you wanna come?" he asked, a friendly smile on his face. Penny knew this wasn't just an invitation to use the restroom, but rather an invitation to just try and become a normal part of the group. Sam was stupidly friendly--pretty different from when she'd first met him--and she wanted to say yes.

She shook her head.

The smile didn't completely drop from his face, but it wavered for just a moment. "Okay, kid. Just yell or come in if you want anything."

Penny did yell, but not willingly, and definitely not for a pack of the sour gummy worms she wanted.

* * *

Sam pushed through the door of the gas station, bags of candy (for the much-too-glum kid in his car of course), prepackaged foods, and water bottles rustling in plastic bags as the door let out a broken chime behind him. He knocked the glasses higher up on his face, glad that the station was so deserted. The employee hadn't even bothered to look up as he'd gathered enough food to feed a small army.

He didn't think they'd been noticed so far.

The Avenger trotted towards the car, spotting Bucky leaning on the side of the car while Penny still sat inside, ramrod straight and staring out the window, eyes glued to the road. He didn't think she'd relaxed once since Happy had delivered the girl to him and Bucky. She certainly hadn't talked. Not even a smile _once._

He didn't want to sound unreasonable--he knew the girl had lost a lot the past year--but nothing seemed to draw a note of emotion from her. Nothing but fear and anxious copper eyes. He glanced at Bucky, who tilted his head towards the backseat of the car, and he knew his friend was thinking the same thing.

And then there was no time to think.

Sam had only been able to take one more step before there was a wave of heat and a rustling boom. Or maybe the rustling boom came first. It happened to fast to tell. All he knew was that one moment he and Bucky were making silent conversation and the next he was strewn heavily against the ground, panting for breath in the sweltering heat and running smoke.

Sam groaned, blinking his eyes back open--he hadn't realized they were closed--and pushing himself up shakily. He groaned again, rolling onto his knees and propping himself up with the palm of his hand, coughing as he looked up, squinting through the dizziness and the smoke. His ears rang, but he could make out the screeching of tires against rough pavement.

"Penny!?" he called, gritting through the pain and forcing himself to his feet. He only swayed for a moment before rushing in the direction of the foggy figure of the car. "Buck!? What's--"

A figure dove through the fog, knocking him to the ground. He held out a defensive arm, but was unable to stop the figure, as dazed and confused as he was. He struggled for a moment, before he recognized the body that had knocked him down, stilling.

"Kid, what--"

She slapped a hand over his mouth, her eyes widening in fearful enunciation. Despite her lack of words, he understood her meaning, and he promptly shut up, nodding in agreement.

Penny let him up.

Sam sat himself up onto his knees, glaring around the area, confused at the smoke still sitting heavily in the air. The bomb had gone off minutes ago, and clearly hadn't been _that_ powerful--the lack of destruction around him told him so--so why was the world still gray? He doubted this was regular smoke and he immediately felt tainted inhaling it. He glanced at Penny again, grimacing at how her eyes were turning a pinkish-red, the girl already blinking rapidly to try and dispel the discomfort.

He grabbed her hand, still crouched beside her, and whispered so soft only she could hear, "Get back to the car. Bucky has the keys, but if we can't find him, you need to hotwire it and get away. Can you do that?"

Penny stared at him for a shocked moment before shaking her head vigorously. Sam glared at her.

"Is this 'can't' or 'won't?'" She held up two fingers, signifying the latter. "Well that's too bad. Get over there and hotwire the car. Me and Bucky will catch up."

Sam stood up, pushing her slightly in the direction. She gave him a stupidly-sacrificial glare once more, but huddled along.

The world was eerie. Hot and fry and filled with the same strange, rolling gray smoke that still had yet to do much but irritate his eyes and drag tickled coughs from his throat. It still hid Bucky from the two, until there was a cool hand on his shoulder.

Sam whirled around immediately, his hand held up defensively, but relaxing when he saw it was a familiar old man. "Your haircut threw me for a loop. I was about to throw you to the ground."

"Sure you were," Bucky responded.

"Where the hell were you?"

"I went into the store to find you, but I guess I walked past you."

"Get some better eyes."

"How about you get a better attitude and we get the hell out of here?" Bucky retorted, silent steps making their way towards the hidden green car. They only made it a few steps before both Sam and Bucky stopped, a piece of their puzzle missing. The two turned simultaneously, dismayed and confused to see Penny staring back at where the gas station would be if they could see it, her body frozen as though rigor mortis had already set in.

Sam glanced at the man next to him in confusion. He took a step forward.

A shot came out of the darkness, but not a bullet or a missile or a pulse of weaponized electricity. Instead, a swirly green blast burst from the smoke, leaving a fizzing trail behind it.

It headed straight for Penny, who didn't move. Sam slammed forward, knocking her out of the way and to the ground. The two grunted as the smacked against the cement, followed by a barreling explosion that flashed green even through his eyes squeezed shut.

"Aw, you ruin all the fun, Wilson," a voice boomed from the darkness. Sam shot up back to his feet at the voice, glancing between Penny and the smoke around them for answers. Neither gave one.

Penny shot up at the sound of the voice as well, her eyes widening and her mouth dropping in shock. Yet still no noise. Sam pushed down the bitter thought for now, gesturing for the three to take up a defensive circle. He flicked the gun on his hip out, Bucky doing the same, and held it aloft in front of him.

"What fun?" he snapped at the smoke, "I think seeing whoever the hell you are would be more fun."

"I'm sure the Little Miss over there would disagree," the voice said, a tease in his tone, "Besides, it's not just _me_ here. Why have all the fun when an old friend of yours had so much to offer?"

"You better start making sense," Bucky ordered, cocking his gun, "I think you know what we three can do."

"But you don't know what _I_ can do."

"Yeah? Why don't you give us a nice little show," Sam dared.

"I think I will. Are you ready, Penny?"

Penny's shoulder froze against his.

The smoke was gone. Sam blinked harshly at the sudden disappearance of the oppressive darkness and the reappearance of the hot summer sun. Even through the dazing light, he could make out one recognizable figure and one familiar.

The first was tall, a plume of dark hair shining atop his head and a five o'clock shadow. He had a charming smile and crazed blue eyes. The other was shorter, less confident held in his posture. He had no smile, and his stare was dead and slightly hidden by loose hair.

Mysterio and Zemo. What a pair.

"Shitty supervillain plans called, they want their best members back," Sam snapped, re-aiming his gun. Mysterio smiled in amusement.

"We both succeeded, in case you were too dull to notice. I got the recognition I wanted, and everyone hates you, kid."

Penny had frozen when the two had appeared, and she had yet to come back to her senses. Sam fought the urge to stand completely in front of her, instead forcing down the protective call and planting his feet firmly into the ground.

"Not as much as they'll hate you when we prove your horseshit," Buck said.

"That will not happen," Zemo finally spoke up. He gestured behind him, "Your military is not far behind, and with this BARF tech, we will get all we need across for all three of you to be taken down. The last Avengers."

Sam furrowed his brows, "We're not the last, buddy."

"SWORD is taking care of Wanda, if that's who you mean," Beck said. His grip tightened.

"So what's your plan? Kill us? Make it look like we killed you? You're already dead and no one likes him."

"I guess you'll find out."

* * *

"I guess you'll find out."

The chaos started.

The smoke returned, green this time, and Penny pressed herself farther into the protective circle the three had made. Her legs trembled as the smoke curled and furled around them, a mantra in her mind.

 _It's not real. It's not real. It's_ not _real!!!_

Even if it wasn't--which she knew--it still had the capacity to hurt.

A tendril of smoke reached out, and instead of just passing over her, harmless and weightless, it pressed against her ankle. The green shot out, and with a strange show of strength, it gripped around her ankle and yanked. Penny let out an unwilling scream, reaching out for Sam and Bucky, but they were already gone.

The smoke dragged her until she found the sense to stick out her hand and grip the ground. The tendril tugged, but nothing it did could break her from the spot she'd stuck to, not that it needed to do much more.

Beck stood over her, a leering grin. He kneeled down and, frozen in her shock--he was supposed to bed _dead,_ why couldn't he _just be dead_ \--she couldn't do anything as a real-looking and real-feeling hand gripped her chin, another slipped into her pocket. EDITH was held in his hand. She was forced to look up at him, her heart racing erratically and sputtering in protest.

"Just because you left Stark for these two soldiers, doesn't mean they'll protect you." Still, no sound of protest or denial or even fear escaped her. Words refused to form. They probably never would again. He hummed in amusement, "Guess I did a number on you, huh? Well, you won't have to live with it for long. Ross will make sure of that."

_What--_

Sound escaped. Pained and screeched, mixing with the bang of a bullet. Beck smiled, and he disappeared, turning to green smoke. Of course, he'd been an illusion. He'd never show up himself, not to face three Avengers. He was just as much a coward as she was.

A pained groan dripped in time with the blood from her lips, falling onto the ground as she dug her palms into the bumpy road, trying for a solid grip. Her head swam, bile rising in her throat. Where the bullet had gone through was both the most painful and agonizingly numb. Adrenaline felt like it was racing towards the area, trying to nullify the burn. Not that it could.

Penny crawled onto her knees, propped up by her elbows. She reached out one shaky arm and balanced on an outstretched leg, pushing herself up and--

The teenager clamped back on the ground, an agonized yet cut-short croak escaping. It felt like it should be a scream--this was _painful._ Burning and skewering and aching and numb and _God_ how could she escape the pain?

Through lidded eyes--had her eyes closed? She felt light-headed all of the sudden--she thought she saw Mr. Stark. Strangely, he wore a three-piece suit, sharp as his his smile. He kneeled down.

Mr. Stark? Was she safe?

He flashed, a green and purple glitch. This time the scream escaped at his burned face, rotting skin, and patchy hair that fell.

She blinked and he was completely gone. She sobbed.

"Penny? _Penny!?"_ Sam called. She tried to pick her head up, but it didn't move more than an inch before resting back on where the ground was becoming blood-soaked underneath her. Had she bled that much? "Penny we need to go!! Drones are on their way! We can't stay here!!"

 _"Penny!?"_ Bucky joined. Footsteps and then, "Sam!! I found her!!!"

More footsteps, a low curse, and then gentle arms. There was a sickening drip as she was lifted from the pool of scarlet.

"What the hell--"

Her hair raised dully, she tensed in warning, and then bullets were raining down. Bucky and Sam both let out yells or fear and anger, shots responding and feet skidding on the road, but she couldn't react. She couldn't even find it in herself to care. Why did she have to be here? Why hadn't Tony just left her? At least he'd be alive.

Crystal tears and blood drops merged and floated down her cheeks in a seamless river.

"Get in the car!! Get in the car!!" Bucky cried. Sam yelled back something, and despite being in his arms, she couldn't comprehend a word he said. The world was blurring at the edges.

More bullets. Revving. The slam of a car door. No, the revving _after_ the car door. Frustrated and terrified yells. More bullets.

Pain.

Penny screamed as she felt something poured onto her wound, stinging her all the way to Hell. There was a hand in her hair, shushing, and the world focused into clearer words.

"I know, I know. I'm sorry, kid. I know it hurts, but stick it out for me? Just for a little bit?" The girl managed to focus her caramel brown eyes onto his liquid ebony eyes. She swallowed, nodding in understanding. He pat her head before setting back to her stomach, focusing on the wound. Was the bullet still in there? "Good, kid. Just stay still. Bucky'll get us out of here."

"H-how?"

"We'll try and run them--" Sam broke off, glancing over at her in shock. She'd spoken, and her words didn't even matter. He continued, his words less sure than before, "We'll try and loose them, get another car and get over a few states. There's a safe house half a day from here. If we can get there, we can figure everything out from there. Got it?"

She nodded, but she didn't. His words faded in and out, their meanings flitting across her mind as though there were gaps in his sentences. She didn't think it mattered anyway. She couldn't do anything. Nothing but lie there and flinch as her wound was cleaned. Nothing but...apologize.

"I'm sorry," she mumbled.

"Nothing to be sorry for, kid. Everyone gets hurt in the field now and then."

"I'm sorry I haven't been talking," she continued, her words gasping, as though they had all piled up and were finally breaking through the gate of her teeth, "And that Beck came here and--and that I haven't been helping or--or--"

"Shh, shh," Sam shushed. A hand was on her cheek, "It's okay, it's okay. Everything's fine. You're gonna be fine, okay? We'll deal with Beck, and Zemo, _together._ Got it?"

Shakily, she nodded. "How are we going to get away? And don't--don't say we'll loose them. You kno--know that we won't."

"EDITH?"

"Beck took her."

"Shit. Then--"

"Hand--hand me--there's a thing. A thing in the cup holder," she gulped, extending a hand in the direction of the object she was talking about. Hesitantly, Sam reached for the cupholder, grabbing hold of the small device and handing it towards her.

"What the hell is that?" Bucky asked from up front, his voice harsh. The car swerved. She suddenly noticed a racing army van coming up next to them.

Penny fumbled with the device in her hand, muttering, "I've been making things. I thought--I thought if someone managed to spot us this could help."

 _"How,_ Penny?" Sam asked. Penny broke the device into five parts, sitting up painfully. She felt like she was going to throw up. 

The teenager passed two to him, "One needs to go on each corner of the car. They should turn us invisible for fifteen minutes. After that we're on our own."

Sam glanced down at the device, "We're gonna discuss how the hell you made these out of scraps later. For now, just sit there. I'll get this."

He reached out for her own parts, but she shook her head, "I can do it."

"Penny--"

_"I can do it."_

He paused. "You don't have to prove anything."

"I'm not--I'm not trying to."

He squinted, hesitant as he warned, "Be careful."

Penny nodded. She rolled down the window, sticking her head out. The world in front of her disappeared in a wave of pained dizziness. She shook her head, pushing it aside. Army vehicles road in the grass beside the highway, rumbling along. There were shouts at the sight of her, waving for someone to see. A man with white hair and a matching walrus mustache appeared in a window, staring at her in obvious contempt. General Ross.

In a show of stupidity, she stuck her tongue out at them and moved to place the devices.

The first was easy. The back of the car was short, short enough that as she reached out--hanging out the window--she could place the device the tips of her fingers. It clicked, beeped and lit up red. She retreated, the window stained red. She grimaced.

"One," she reported.

"Two," Sam said. The both turned towards the front. "Give me yours, kid. You activate it."

Hesitantly, she nodded, and passed her her last marker, keeping the small activator in her hand. Sam crawled up front, landing messily in the seat next to Bucky, handing one device to the super soldier. The windows rolled out the window, the army crept closer with angered shouts and warning fires. Bucky placed his device. Sam placed his. She clicked the button.

The car stopped, turned, and fled. A confused militia was left behind.

Penny collapsed onto her seat, laying down once more, letting all the pain flood back. Bucky and Sam let out cheerful whoops, both turning back to look at her. Their faces fell.

She'd already blacked out.

Sam jumped back over to her, regrabbing the med kit and getting back to work. There was a lot to do, and he wasn't willing to let her go.

**Notes for the Chapter:**

> Sam: so what's youre evil plan
> 
> Beck, smirking: bet you cant wait to see
> 
> Me watching a musical for the 129042th time: damn dude, i really cant. so excited to see what you do
> 
> also yes ik the object was lazy writing, this was written in four hours im sorry lmao


	2. Betrayal

A whoosh. A clang. A swear.

A giggle.

"Shut up, kid," Sam threatened. Penny only snorted, watching with crinkled eyes from where she was propped up against the branches of a moss covered Angel Oak. Its branches curved and looped to the sky and to the ground in great knots, gray moss dripping from the wooden arms. She'd chosen a high perch to watch Sam and Bucky train with the shield. Sam was getting the hang of it, but there were definitely... _setbacks._

"Stop throwing it so bad and I might," she retorted. He glared up at her and he kicked on the edge of the shield, slapping it back onto his arm in a fluid motion. At least he had _that_ down.

"Keep talking, and I'll throw it at you."

"If you could aim right."

"Stop being so mean, kid," Bucky reprimanded. Her eyebrows rose. "There are plenty of other things to make fun of Sam about other than _just_ throwing the shield. His thighs? They've been lacking lately, don't you think?"

She let out a gleeful shriek.

"I'm gonna leave the both of you here. You can rot in this gross ass humid state."

Bucky draped an arm over Sam, a dopey grin on his face. Penny framed her face with spread out, mocking hands in a wonderfully childish pose. Bucky said, "No you won't. You love us too much, you big softie."

Sam's face was sour, but his eyes were soft with agreement. She knew he agreed with that statement.

It had been three weeks since the reappearance of Beck and Zemo, as well as the shootout with Ross. After escaping in their temporarily invisible car, they'd switched for a dinky old 2006 Kia Soul that had carried them to Missouri. A safe house had waited for them there that they'd stayed in for two days. Of course, Penny had been passed out for most of it. All she remembered before then was dropping onto the backseat of the car and then waking up in a small, homey room, and the smell of curry.

The bullet had been taken from her stomach, and when she'd unwrapped the wound, it was to find nothing a faded pink scar. Now that spot was completely healed, and they had yet to encounter anymore of the assholes that had attacked them. They'd hopped a few more states and were now residing in the humid hell of South Carolina.

They'd only been here for a day, arriving at a small motel last night in what had called itself a town but was really nothing more than a gas station and a string of shacks that barely qualified as houses. They'd hopped back in their ugly little car this morning and headed for the area they were currently in. It had been a relatively short drive, which brought mixed feelings.

After the disaster at the gas station, Penny had finally found her voice. A little tentative at first, but now chatty and laced with little strains of cheerfulness. Their long and daily rides had provided ample opportunity for her to begin to get along with her new teammates. Suddenly she involved herself in conversations and offered up little jokes and jabs. Now she found herself openly mocking the men that she'd reluctantly adopted as a family of sorts.

She was reluctant to do so--she was cursed, she was sure. The bloody and dark memories of Ben and Mr. Stark flitted across her mind whenever she thought about what these people were becoming to her--but she was with them twenty-four hours a day for however many days they were going to be together. It wasn't like she could just ignore them. Even when she hadn't been talking to them, a sort of fondness had leaked over her in their presence.

But what if that fondness disappeared? Not because they hated each other, but because they died. What if she had to hear their heart stop beating, like everyone else she'd cared for? They weren't safe, and her being around didn't make things better. Beck had only shown up for her. They'd only have to deal with one bad guy if she'd just found her own way through this mess. She couldn't have one more life on her chest, or she knew there would be no more chest for lives to land on.

"--Penny!!"

Penny startled, glancing down at Bucky and Sam. Their lips were upturned in amusement, but their eyes downcast with worry. She shook herself.

"Yeah?"

"Did you blank out on us, kid?" Bucky asked. She shrugged, dipping and sliding off of the rough branch and dropping beside them. She forced a small smile.

"Sorry. I was just lost in thought."

Sam and Bucky's look was subtle--for them--but she noticed it easily. Thankfully, neither said anything, instead just allowing for an awkward yet familiar conversation to take its place.

"Lunch break," Bucky announced, "Unless you _don't_ want Frogmore Stew."

"What the _fuck_ is that?" she raised an eyebrow, padding after the two as they approached the pot that had been bubbling over a fire. "It better not have frogs in it, Bucky."

"Of course not," Sam responded, "We'd never put our precious little spider next to some evil frogs that could _gobble her up."_

The last part was complimented with his hands mussing through his hair playfully, forcing squeaked laughs that erupted all the way from her chest. She pushed him away gently, a comical glare sent his way. Sam only smiled.

Bucky rolled his eyes at the two. "It's potatoes, sausage, shrimp, and corn cobs, kid. No frogs. That's just what it's called."

"They should've chosen a different name," she complained. "Southern people are weird."

"Doesn't hold a candle to the weird shit you can find at a New York restaurant and you know it," Sam joked. She rolled her eyes, a million defenses for her city ready on her tongue, when there was a retro beep.

All three paused at the unnatural noise, Sam putting down the plate he'd been serving and fishing for his pocket. He drew out a small, old flip phone--that he'd absolutely _refused_ to let her break apart--and snapped it open. His brows furrowed as he read whatever was on the screen. She fiddled with her hands in pure nervousness, the hair on her arms raising ever so slightly.

Sam glanced at her.

"What?"

* * *

Dark wind howled, trees rattling against the cool, humid night. Two bright yellow headlights broke through the black of the sky and darkened trees. Penny was equal parts excited and resistant where she sat in the back seat, and the sight of the abandoned prison didn't quease any of the nervousness settled in her chest.

"Why would Happy want to meet us here?" she asked, hunching her shoulders and sitting in the space between the two front seats, unable to stop her voice from breaking. Her stomach was in turmoil.

Bucky squinted ahead at the building, but said nothing. Sam assured, "We don't anyone finding you before everything's been certified. Here's better than a gas station where someone might report us."

Penny forced herself to take a breath. "Can I see the message again? You're sure this isn't some kind of trick?"

Sam gave her a reassuring smile, "It's a flip phone. That Happy carries around. Where he's safe in a safehouse with May. It has no kind of GPS tracker and it only has signal when it sends something. I think we'll be okay."

She swallowed and nodded, "Okay." She dropped her head on the Captain's shoulder. "Are you staying on the run?"

"Not on the run, kid," Sam assured.

"We'll be living the high life without you," Bucky said, a mirthful grin on his face. She bopped him with her shoulder. Sam rolled his eyes.

"We won't be running," Sam explained, "There's some talk of whatever Zemo and Beck are up to back in Europe. If you manage to survive court, you can join us."

"That's not very reassuring."

"Just get through court," Bucky said.

"You didn't even go through court."

"Tom-ay-to, tom-ah-to."

She stuck her tongue out at the super soldier. He responded with his own and his eyes crossed. A nervous giggle escaped her.

"Ready?" Sam asked. She nodded.

The trio stepped out of the car, the hinges of the door letting out a guttural whine that blended with the creaked groans of the trees. Their footsteps were lost among the wind as they padded against the pine covered cement. Penny pulled her hood tighter over her head, nervous and fidgety at the thought of getting noticed before it was time.

Despite her reluctance to leave Bucky and Sam, Penny was thrumming with excitement. She wanted to see Happy. She wanted to see May, and Ned, and even _Flash_ would be a welcome reprieve from just being stuck in small spaces with no privacy with two of the same people. And, _oh,_ and MJ. Her eyes watered at the thought of seeing her girlfriend again. She hoped she was okay. And didn't want to break up with her. Would MJ want to break up with her?

Sam opened the thick metal door of the prison, stepping inside with his shield held aloft. After a few moments, his hand drew them forward, indicating it was safe. But Penny didn't feel safe. Hair rose and tingled at the back of her neck. A painful rhythm.

"Sam, I don't think--"

The door slammed shut behind them. It echoed dully. Nothing happened. Nothing but the stirring up of dust and unease.

"It's okay, kid," Sam assured, his tactical goggles clicking down, "No drone armies to be found. And Happy's only a room over."

She nodded, but words were trapped behind her teeth. Still, when Sam and Bucky started forward, she followed, leaving footprints in the piles of dust. Every footstep was finnicky and twitched, accompanied by shifting eyes and a twisting head. She rubbed a thumb over her webshooters stuck to her wrist.

Sam pushed into the next room, a hinging sign advertising it as the cafeteria. The door groaned. He froze, taking a guarded step back, but it was too late.

The inside of the room wasn't a dusty old prison cafeteria like it should have been, instead it was bright and pristine and narrow. Seats were lined up in neat columns, gray backs and blue cushions built into the cheap plane chairs.

Penny took a step forward, squinting around the transformed room. Her heart beat rapidly, racing to understand what Beck's play was. She looked around for the familiar plume of dark hair, but instead, the people she found were not him. But she recognized them.

A small gasp escaped her lips. She moved forward. Sam tried to catch her hand, but she pulled it forward, hesitantly walking towards the man and woman sitting next to each other. The woman had dark, curly hair that was tied up into an intricate bun. Glasses framed her face, which was screwed up in fearful concentration. The man next to her had a fairer complexion, his hair a dusty blonde but his eyes the same dark copper as Ben's.

"Mom and Dad," she breathed, stopping just in front of them. She reached forward, hesitated, and waved her hand. There was no reaction. Both just continued to type away. Dad glanced out the window, which showed clouds she knew weren't real. _They_ weren't real. What was the point of this?

"I'm glad you recognize them," Beck's voice echoed through the room.

She shot up, looking to the ceiling for the voice, which of course revealed nothing. Penny glanced over at Sam and Bucky. Bucky had paled, his face sweaty and terrified, as though believing that whatever was happening wasn't true. Sam, on the contrast, looked horribly accepting. Sad. Queasy.

"I was afraid you wouldn't. I knew your little friendship with Stark well enough, but learning about your parents was harder to find. Though did reveal some interesting results."

"What do you want, Beck?" Penny asked the ceiling, "They've been dead for almost two decades. Why show me an illusion of them?"

"This isn't your ordinary _illusion,_ kid," Beck's voice echoed, "I put a lot of effort into accurately replicating this scene. So many old SHIELD and Stark files to go through, though your gift of EDITH definitely helped."

"What scene?" she demanded.

"Why don't you ask your friends?"

Penny glanced over at where Bucky and Sam were standing, stiff and still. They looked just about ready to bolt. She swallowed, glancing back down at her parents before turning back to her friends.

"What's he talking about?" she whispered, nervous.

Bucky's mouth hung open. He closed it, swallowed, and then opened it again. "Kid, I--"

The door at the front of the plane burst open, the metal bust open and crashing against the ground. The Winter Soldier stands there.

Mom and Dad both shoot up, guns drawing from their hips--she notices the SHIELD logo stamped onto the computers that tumbled from their laps--but they aren't quick enough. The Winter Soldier marches through the aisles, and despite being an illusion, she steps back in halted fear. Bullets bounce off of his metal arm, shielding.

There's the shot of bullets. A thud. A scream. Her father cries a terrified, _"Mary!!"_ Another round of raining fire. The scream-- _her mother's scream--_ sputters out and dies. Throughout the chaos, blood splatters everywhere. On the window, the seats, the floor. Scarlet passes right through her and onto the seats behind her. And the Winter Soldier is coated in it.

The man, black hair loose and falling over his masked face, takes a moment to stare down at the carnage. He leaves, back towards the cockpit.

Red footprints tread in his wake.

Penny can't look away.

The plane tips, and then the illusion fades away, save for the broken, bleeding heap of her parents.

* * *

Sam forces himself to look away from the carnage left cruelly for the girl to stare at. He swallows, cursing himself and cursing Beck and cursing everything that refused for this girl to have one _singular_ break.

Bucky is frozen, and Sam knows he won't move for a while, not while the Parker's still lay there and while Penny still stares, a single tear escaping from red eyes. The Avenger takes a hesitant step forward, there is no reaction from Penny. He takes another step. And another, until he is only a few feet away from the kid.

That's when she starts.

He forgets how fast the girl is as she swerves, and he forgets the emotion that is carried through her eyes, so desperate and broken. Her lip trembles, she stutters out a singular, crippled question.

"Did you know?"

Sam swallows, refusing to glance back down at the dead illusions. Slowly, hesitantly, he nodded.

Penny's breath hitched. She stumbled back, as though he had struck her, and he might as well have.

"How long?"

Sam hesitated. Penny glanced over his shoulder at Bucky.

"A while. I didn't know who you were when I first found out--going through files of the missions Bucky was sent on. Bucky reminded me just before we picked you up."

Another tear managed to slip through Penny's eye. He took a step forward. She took a step back.

"I'm sorry," he mumbled. He knew what Beck was doing, and it was working. Zemo had done it before, to much greater effect, but Sam didn't think that Penny was going to attack him. The girl in front of him was hurt and afraid and terrified, but no anger leaked from her countenance. Just broken betrayal. "Beck's playing us, kid. He wants to separate you from--"

"Stop. _Please,_ just stop," Penny begged.

"Penny," Bucky finally spoke up, his voice a husked whisper. "I'm sorry, I didn't want you to find out this way. I just thought that if--"

_"Stop!!"_

Silence follows her panicked demand, echoing and settling with the dust in the room. Sam can see the beginnings of a panic attack bleeding from the teenager. He wants to tell her to calm down, but everything they say only seems to set her off more. He gives her a moment, but nothing positive arises from that moment.

The teenager takes a step towards him, her face going taught and ringing out any emotion left. For a moment he is fearful, but Penny arcs around him. Her steps are soft. Sam's eyes follow her and her wide path around Bucky. She steps through the door.

She is gone.

**Notes for the Chapter:**

> anyway i love the fan theory that bucky killed peter's parents and i wanted to do it for a while so :)


End file.
